SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Information Statement
REGENCY REALTY CORPORATION
--------------------------
(Name of Registrant as Specified in Its Charter)
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[ ] Fee paid previously by written preliminary materials.
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statement number, or the Form of Schedule and the date of its filing.
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Dear Shareholder,
After a year of analysis, Regency has finalized a plan to enhance Regency's
existing brand and position as the leading national operator and developer of
grocery-anchored neighborhood centers. Regency will begin rolling out its plan
this month with the introduction of a new name and a new logo (see below).
REGENCY CENTERS LOGO
We are changing our legal name to Regency Centers Corporation to more
appropriately acknowledge the strength of Regency's brand in today's shopping
center industry as the leading national owner and developer of grocery-anchored
neighborhood centers. The name provides a strong foundation for building a
common understanding of and a common voice for Regency, aligning our business
objectives with audience perceptions.
In the coming months, you can expect to see additional initiatives by Regency to
reinforce our new brand identity in the marketplace. The name change will have
no impact on existing property names and, therefore, will not include expensive
property pylon sign replacements, but will include, as an example, the placement
of effective and inexpensive property welcome and thank you signs with our new
brand identity. In fact, the total remaining cost of this initiative is less
than $1 million.
A legal name change requires an amendment to our articles of incorporation,
which requires a majority approval by our shareholders. Based upon the
recommendation of our board of directors and management, our majority
shareholder, Security Capital U.S. Realty, consented to our name change by
written consent. Because the name change has been approved by our majority
shareholder, you are not required to take any action and this is being sent to
you for information purposes. Our stock symbol REG will not change.
We look forward to an exciting New Year for Regency Centers. Although the
company's name is changing, our principal objective remains the same: to
continue to create shareholder value through increasing returns on invested
capital and solid funds from operations per share growth.
With regards,
Martin E. Stein, Jr.
Chairman and CEO
REGENCY REALTY CORPORATION
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
_______________________
INFORMATION STATEMENT
_______________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
_______________________________________
OUR PROPOSED NAME CHANGE
Regency Realty Corporation is pleased to announce that we intend to
change our name from Regency Realty Corporation to Regency Centers Corporation.
We are sending this information statement on or about January ___, 2001
to all common shareholders of record as of January 2, 2001. Because the name
change has been approved by our majority shareholder, you are not required to
take any action.
AMENDMENT TO ARTICLES TO CHANGE NAME
An amendment to our articles of incorporation is required to change our
name. Based upon the recommendation of our board of directors and management,
our majority shareholder, Security Capital U.S. Realty, consented to our name
change by written consent without a meeting on January ___, 2001. On January 2,
2001, the record date for this consent, we had outstanding and entitled to vote
56,898,171 shares of common stock and 1,487,507 shares of Series 2 Cumulative
Convertible Redeemable Preferred Stock. The Series 2 Preferred Stock votes
together with the common stock as a single class. Security Capital owned
34,273,236, or 58.7%, of the 58,385,678 shares entitled to vote as of the record
date.
We will accomplish the name change by filing an amendment to our
articles of incorporation with the Florida Secretary of State on or after
________________, 2001. The text of the amendment is attached as Exhibit A.
We reserve the right, without further action by our shareholders, not
to proceed with the name change if our board of directors determines that the
name change is not in the best interest of Regency or its shareholders before
filing the amendment with the Florida Secretary of State.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows certain information relating to the
beneficial ownership as of January 2, 2001 of (i) each person known to us to be
the beneficial owner of more than 5% of our voting stock, (ii) each director,
(iii) each of the CEO and other four most highly compensated executive officers,
and (iv) all directors and executive officers as a group. Except as otherwise
indicated, the shareholders listed exercise sole voting and dispositive power
over the shares.
Amount and Nature of Shares Beneficially Owned(1)
Number of Percent of
Title of Shares Right to Restricted Percent Outstanding
Name Class Owned(2) Acquire(3) Stock(4) of Class Voting Shares
---- -------- --------- ---------- ---------- -------- -------------
Security Capital U.S.
Realty(5) Common 34,273,236(5) - - 60.2% 58.7%
Martin E. Stein, Jr. Common 734,439(6) 339,530 - 1.9% 1.8%
Mary Lou Fiala Common 5,701 68,491 20,225 * *
Thomas B. Allin Common 3,492 1,250 - * *
Raymond L. Bank Common 6,819 5,250 - * *
A. R. Carpenter Common 13,810 8,250 - * *
J. Dix Druce Common 30,227 8,250 - * *
John T. Kelley, III Common 40,170 3,793 - * *
Douglas S. Luke Common 17,262 7,294 - * *
John C. Schweitzer Common 2,500 3,170 - * *
Terry N. Worrell Common 372,528 3,793 - * *
Bruce M. Johnson Common 81,865 133,504 9,092 * *
All directors and Common 1,308,813 582,575 29,317 3.4% 3.3%
executive officers as a
group (a total of 11
persons)
- ------------------------
*Less than one percent
(1) Information presented in this table and related notes has been obtained
from the beneficial owner and from reports filed by the beneficial owner
with the Securities and Exchange Commission under Section 13 of the
Securities Exchange Act of 1934.
(2) Excludes shares that:
o are restricted stock holdings,
o may be acquired through stock option exercises, or
o may be acquired upon conversion of limited partnership
interests in Regency Centers, L.P.
(3) Shares that can be acquired:
o through stock option exercises through March 3, 2001, or
o through conversion of limited partnership interest in Regency
Centers, L.P.
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(4) Shares subject to a vesting schedule, forfeiture risk and other
restrictions.
(5) Includes the following shares which are held by wholly-owned
subsidiaries of Security Capital Holdings, S.A., a wholly-owned
subsidiary of Security Capital U.S. Realty:
2,037,600 shares held by Arden Square Holdings Sarl
2,037,600 shares held by Blossom Valley Holdings Sarl
2,037,600 shares held by Cooper Street Plaza Holdings Sarl
2,037,600 shares held by Dallas Holdings Sarl
2,037,600 shares held by El Camino Holdings Sarl
2,033,828 shares held by Friars Mission Holdings Sarl
The business address of SC-US Realty and each of the listed Security
Capital subsidiaries is 25b boulevard Royal, Luxembourg L-2449.
(6) Includes the following shares over which Mr. Stein is deemed to have
shared voting and investment power:
o 160,263 shares held by The Regency Group (Nevada) Limited
Partnership, the sole general partner of which is a
wholly-owned subsidiary of The Regency Group, Inc. All of the
outstanding stock of The Regency Group, Inc. is owned by The
Regency Square II (Nevada) Limited Partnership, the sole
general partner of which is a corporation in which all of the
outstanding stock is owned by Mr. Stein and members of his
family.
o 307,147 shares held by The Regency Group II. Mr. Stein is a
general partner of The Regency Group II and a trustee of a
trust which is also a general partner.
o 108,235 shares held by Regency Square II. Mr. Stein is a
general partner of Regency Square II and a trustee of a trust
which is also a general partner.
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EXHIBIT A
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF REGENCY REALTY CORPORATION
1.
The name of the corporation is REGENCY REALTY CORPORATION (the
"Corporation").
2.
The Articles of Incorporation of the Corporation as heretofore granted
by the Secretary of State of the State of Florida on July 8, 1993, effective
July 9, 1993, as previously amended, are hereby further amended in that the name
of the Corporation is changed from REGENCY REALTY CORPORATION to REGENCY CENTERS
CORPORATION. To effect this change, the heading and Article I of the Articles of
Incorporation of the Corporation are hereby amended, insofar as they refer to
the name of the Corporation to read REGENCY CENTERS CORPORATION in lieu of
REGENCY REALTY CORPORATION.
3.
The proposed amendment of the Articles of Incorporation as set forth in
Paragraph 2 hereinabove was approved on December ___ 2000 by the members of the
board of directors of the Corporation and further approved on January __, 2001,
by the written consent of the shareholders of the Corporation owning the
majority of the voting stock of the Corporation. The number of votes cast by
such voting group was sufficient for approval by that voting group.
IN WITNESS WHEREOF, REGENCY REALTY CORPORATION has caused its
duly authorized corporate officer to execute these Articles of Amendment as of
the ___ day of ___________, 2001.
REGENCY REALTY CORPORATION
By:______________________________________
Name:____________________________________
Title:___________________________________